Terms and Conditions of Sale
1. Exclusive Terms and Conditions. All sales of products (the “Products”) by Wesport Lighting and purchases of Products from Wesport Lighting (“Seller”) shall be governed by these Terms and Conditions of Sale (“T&Cs”) and by any written agreements, modifications, amendments, supplements or other written instruments which the parties may enter into (each an “Amendment”), in each case, signed by duly authorized representatives of Seller and purchaser (“Purchaser”).
2. Submitting Orders. All orders must be submitted in writing and sent via email to orders@wesportlighting.com. Orders are subject to acceptance and confirmation by Seller. By issuing a Purchase Order, the Purchaser acknowledges and agrees to all the T&Cs set forth in this document. Seller’s acceptance of a Purchaser’s order is expressly conditioned on Purchaser’s acceptance of the T&Cs in their entirety without any addition, deletion, modification or exception, other than through an Amendment. Any terms or conditions submitted by Purchaser (in any order or other communication) that are different from or in addition to the terms and conditions contained herein are hereby objected to and rejected by Seller, shall not be effective or binding on Seller, and shall not become a part of a purchase contract. Seller’s silence or failure to respond to any terms or conditions submitted by Purchaser shall not be deemed to be an acceptance or approval thereof. In the event that any provision herein is found to be unenforceable, the remaining provisions shall continue to be valid and enforceable.
3. Pricing. All prices are quoted in U.S. dollars and are exclusive of shipping, taxes, customs duties, installation, and other applicable fees, unless otherwise stated. Prices provided at the time of order are subject to change without prior notice unless explicitly stated in a written quote. All written quotes are valid for 30 days unless otherwise specified. In the event of a pricing error or discrepancy, Seller reserves the right to correct the price and will promptly notify Purchaser of such corrections.
4. Shipping and Delivery. All orders are shipped FOB Factory, Sarasota, Florida, with freight charges added to the invoice unless otherwise agreed in writing. Shipping dates provided by Seller are approximate and subject to change without notice. Seller will make every effort to meet delivery schedules, but will not be liable for delays in delivery or failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, labor disputes, supply chain disruptions, or transportation delays. Requests for specific shipping methods or carriers must be made at the time of order and may incur additional charges. Some products may require specialized crating, which will be quoted separately and included in the final pricing. Orders will generally be shipped complete, but Seller reserves the right to make partial shipments and invoice accordingly.
5. Minimum Order. The minimum order amount is $1,000.00. Orders below this threshold will not be accepted.
6. Payment Terms. Unless otherwise agreed in writing prior to the acceptance of the purchase order, standard payment terms are as follows: a 50% deposit is required at the time of order placement, with the remaining balance due prior to shipment. Payments made via credit card are subject to a 3% transaction fee. All payments must be made in U.S. dollars. Purchaser agrees to pay all invoiced amounts within the specified terms. Late payments may incur interest charges, at Seller’s sole option, at the maximum rate permitted by law.
7. Taxes and Duties. Purchaser is responsible for all applicable taxes, including but not limited to sales, use, excise, value-added, and import/export taxes. If Purchaser is exempt from any taxes, a valid tax exemption certificate must be provided to the Seller at the time of order. Any duties, fees, or tariffs imposed by governmental authorities are the sole responsibility of the Purchaser.
8. Cancellations. Once an order has been confirmed and the deposit received, it is considered firm and non-cancelable. Deposits are non-refundable. In the event Purchaser attempts to cancel an order, Seller reserves the right to retain the deposit and pursue any additional remedies available under the law.
9. Returns. All products are customized or custom-made to order according to the specifications provided in the Purchase Order. As such, products may not be returned, and all sales are final.
10. Inspection. Purchaser is required to carefully and prudently inspect all Products, before accepting delivery, for any outward indication of damage and/or any discrepancy on the bill of lading or invoice; and all such outward damage or discrepancies must be noted on the carrier’s delivery receipt. Purchaser is required to carefully and prudently inspect all Products, immediately following delivery, for other damages, shortages or discrepancies. Purchaser shall give Seller written notice within seven days of delivery as to any such damages, shortages or discrepancies, or any claim that the Products are damaged or non-conforming. If Purchaser fails to give such notice within seven days of delivery, the Products shall be deemed satisfactory and accepted by Purchaser, and Purchaser shall have no right to thereafter assert any claim against Seller with respect to shortages, damage or non-conforming Products. Purchaser expressly waives the right to revoke acceptance after expiration of the foregoing seven-day inspection period.
11. IMAP. Purchaser is prohibited from advertising, marketing or otherwise promoting any Products online at a net price that is less than the Internet Minimum Advertised Price set by Seller for such Product (“IMAP”), or publishing or listing online a net price for any Product that is less than the IMAP. The IMAP shall be set by Seller and may be changed from time to time by Seller, all at Seller’s sole discretion. It is Purchaser’s obligation to ascertain the then-current IMAP before advertising, marketing or otherwise promoting any Products online or publishing or listing Product pricing online.
12. Warranty.
Seller warrants that the Products are free from defects in material and workmanship as follows: we provide a limited one (1) year warranty on craftsmanship and finish of all Products, and a limited five (5) year warranty on LED components and drivers.
If any Product fails within the above warranty periods, Wesport Lighting will provide replacement parts at no charge. The warranty does not cover replacement labor or any associated costs. Seller reserves the right to determine the method of remedy for any defects, which may include repair, replacement, or a credit to Purchaser.
In order to submit a claim under the warranty hereunder, Purchaser must notify Seller in writing seeking a return merchandise authorization (RMA) number and provide the defective Products (or, if authorized by Seller, a sample of such defective Products).
THIS WARRANTY IS EXCLUSIVE, AND IS THE SOLE REMEDY FOR ANY AND ALL CLAIMS, WHETHER IN CONTRACT, IN TORT OR OTHERWISE ARISING FROM THE FAILURE OF PRODUCT AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED TO THE EXTENT PERMITTED BY LAW AND, IN ANY EVENT, SHALL BE LIMITED TO THE WARRANTY PERIOD SPECIFIED IN THE APPLICABLE WARRANTY. THE LIABILITY OF SELLER SHALL BE LIMITED TO THE TERMS OF ITS EXPRESS WARRANTY. IN NO EVENT WILL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM LOSS OF USE, PROFITS, BUSINESS OR GOODWILL, LABOR COSTS, REMOVAL OR INSTALLATION COSTS, DECREASE IN THE LIGHT OUTPUT OF THE LAMP, AND/OR DETERIORATION IN THE LAMP’S PERFORMANCE, WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. THIS EXCLUSION SHALL APPLY REGARDLESS OF WHETHER DAMAGES ARE SOUGHT BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY. UNDER NO CIRCUMSTANCES SHALL SELLER’S ENTIRE LIABILITY FOR A DEFECTIVE PRODUCT EXCEED THE PURCHASE PRICE OF THAT PRODUCT. WARRANTY SERVICES PROVIDED UNDER THESE TERMS AND CONDITIONS DO NOT ENSURE THE UNINTERRUPTED OPERATION OF PRODUCTS; SELLER SHALL NOT BE LIABLE FOR DAMAGES CAUSED BY ANY DELAYS INVOLVING WARRANTY SERVICE. Seller expressly reserves all lien and bond rights related to the Products and nothing contained herein shall be deemed a waiver, release or discharge of any such rights.
13. Limitation of Liability. Under no circumstances shall Seller be liable for any special, indirect, incidental, or consequential damages arising from or in connection with the sale, delivery, or use of the Products, whether based on contract, tort, or any other legal theory. Seller’s total liability shall not exceed the purchase price of the Products giving rise to the claim.
14. No Set-Off. Purchaser hereby waives any right of set off, and may not set off, any claim against Seller or its affiliates, including any claim related to or in connection with any purchase contract, against any amount due to Seller or its affiliates, including any amount due under any other purchase contract or otherwise.
15. Intellectual Property. Unless Seller provides its express prior approval, nothing in this document or elsewhere entitles Purchaser to use any trademark or tradenames of Seller or its third party licensors or any other mark confusingly similar thereto.
16. Export. Purchaser will not export, either directly or indirectly, any Product or system incorporating such Product without first obtaining any required license or other required approval from the appropriate host Government or the U.S. Department of Commerce or any other agency or department of the host Government of the U.S. Government with appropriate authority.
17. Waiver. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, no shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
18. No Agency. Neither the making of this Agreement, nor the performance of any of the provisions hereof, shall be construed (i) to constitute Purchaser as an agent or legal representative of Seller for any purpose, (ii) to constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking, or (iii) to allow Purchaser to create or assume any obligation or liability on behalf of Seller for any purpose.
19. No Third-Party Beneficiary. Nothing in this Agreement, express or implied, is intended to confer on any person, other than the parties to this Agreement, any right or remedy of any nature.
20. Governing Law and Jurisdiction. These Terms and Conditions of Sale shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles. Any disputes arising from these terms or the sale of products shall be resolved in the state or federal courts located in Sarasota County, Florida, and Purchaser consents to the exclusive jurisdiction of such courts.
21. Indemnification. Purchaser agrees to indemnify, defend, and hold harmless Seller from and against any and all claims, liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) arising out of or in connection with Purchaser’s breach of these Terms and Conditions or any negligent or wrongful act or omission by Purchaser.
22. Collection Costs and Attorney’s Fees. In the event Purchaser fails to pay any sums owing to Seller under this Agreement, Purchaser shall reimburse Seller for all collection costs and expenses, including without limitation reasonable attorney’s fees, litigation and court costs and fees, incurred by Seller in collecting such sums. Furthermore, if a suit, action, arbitration or other proceeding of any nature whatsoever is instituted in connection with any controversy between the parties or arising out of this Agreement or to interpret or enforce any rights under this Agreement, the prevailing party in such proceeding may recover its costs and expenses thereof, including without limitation reasonable attorney’s fees, litigation and court costs and fees.
23. Entire Agreement. These Terms and Conditions, together with any written agreement or quote provided by Seller, constitute the entire agreement between Seller and Purchaser and supersede all prior or contemporaneous communications, understandings, and agreements, whether oral or written, regarding the subject matter herein. Any modifications to these terms must be in writing and signed by both parties.